What changed in this filing

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Item 1. Financial Statements

2024-08-14 compared with 2024-05-09 · 77 added, 74 removed, 299 unchanged (34% of the section changed)

20 unchanged sentences

Accrued and other current liabilities 364,909 306,115

Common stock warrants 5,297 6,851

Operating leases 2,846 3,143

Total current liabilities 499,555 552,387

Common stock warrants — 1,818

Operating leases 145,466 145,962

Derivative liability — 66,899

Debt, net 2,833,809 1,816,301

Operating leases 145,026 145,962

Derivatives — 66,899

Other non-current liabilities — 1,818

Total liabilities 3,478,390 2,583,367

6 unchanged sentences

( 14,367 ) ( 14,214 )

Preferred stock, $ 0.0001 par value, 0.5 million authorized after designation of the convertible preferred stock:

Preferred stock, $ 0.0001 par value, 0.5 million authorized:

none outstanding

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Revenues $ — $ — $ — $ —

7 unchanged sentences

Other income (expense):

Loss on common stock warrant liabilities ( 1,516 ) ( 367 )

Derivative gain 258,872 —

Derivative gain (loss) 109,067 ( 87,450 ) 367,939 ( 87,450 )

Interest expense, net of capitalized interest ( 26,030 ) — ( 51,509 ) —

5 unchanged sentences

preferred stock dividends — 6,754 — 13,454

Net income (loss) attributable to common stockholders $ 28,346 $ ( 34,047 )

Net income (loss) per common share - basic and diluted $ 0.11 $ ( 0.23 )

Weighted average shares outstanding - basic 256,707 146,931

Weighted average shares outstanding - diluted 266,886 146,931

Net loss attributable to common stockholders $ ( 32,576 ) $ ( 127,043 ) $ ( 4,230 ) $ ( 161,090 )

Net loss per common share - basic and diluted $ ( 0.13 ) $ ( 0.84 ) $ ( 0.02 ) $ ( 1.08 )

Weighted average shares outstanding - basic and diluted 257,842 150,933 257,275 148,943

The accompanying notes are an integral part of these unaudited consolidated financial statements.

2 unchanged sentences

(in thousands, unaudited)

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Total stockholders' equity, beginning balances $ 1,131,037 $ 56,836 $ 740,434 $ 54,371

17 unchanged sentences

Beginning balance ( 363,426 ) ( 257,487 ) ( 391,772 ) ( 230,140 )

Net income (loss) 28,346 ( 27,347 )

Net loss ( 32,576 ) ( 120,289 ) ( 4,230 ) ( 147,636 )

Ending balance ( 396,002 ) ( 377,776 ) ( 396,002 ) ( 377,776 )

13 unchanged sentences

(in thousands, unaudited)

Three Months Ended

Six Months Ended

Operating activities:

3 unchanged sentences

Share-based compensation expense 8,847 12,340

Loss on common stock warrant liabilities 1,516 367

Derivative gain ( 258,872 ) —

Derivative gain (loss) ( 367,939 ) 87,450

Derivative settlements 42,503 —

2 unchanged sentences

Amortization of debt issuance costs 33,090 —

Other 3,576 5,822

Changes in operating assets and liabilities:

14 unchanged sentences

Proceeds from sale of common stock — 75,000

Debt and equity issuance costs ( 4,309 ) —

Debt issuance costs ( 36,557 ) —

Preferred stock dividends — ( 32 )

5 unchanged sentences

Balance per Consolidated Balance Sheets:

March 31, 2024

June 30, 2024

Cash and cash equivalents $ 38,142

6 unchanged sentences

NextDecade Corporation, a Delaware corporation, is a Houston-based energy company primarily engaged in construction and development activities related to the liquefaction of natural gas and sale of LNG and the capture and storage of CO 2 emissions.

We are constructing a natural gas liquefaction and export facility located in the Rio Grande Valley in Brownsville, Texas (the “Rio Grande LNG Facility”), which currently has three liquefaction trains and related infrastructure under construction.

We are constructing a natural gas liquefaction and export facility located in the Rio Grande Valley in Brownsville, Texas (the “Rio Grande LNG Facility”).

The Rio Grande LNG Facility has received Federal Energy Regulatory Commission (“FERC”) approval and Department of Energy (“DOE”) FTA and non-FTA authorizations for the construction of five liquefaction trains and LNG exports totaling 27 million tonnes per annum (“MTPA”).

Liquefaction trains 1 through 3 and related infrastructure are currently under construction and liquefaction trains 4 and 5 at the Rio Grande LNG Facility are currently in development.

The Rio Grande LNG Facility has three liquefaction trains and related infrastructure (“Phase 1”) under construction while liquefaction trains 4 and 5 are currently in development.

We are also developing a planned carbon capture and storage (“CCS”) project at the Rio Grande LNG Facility and other potential CCS projects that would be located at third-party industrial facilities.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with Rule 10-01 of Regulation S-X.

1 unchanged sentence

In our opinion, all adjustments, consisting only of normal recurring items, which are considered necessary for a fair presentation of the unaudited consolidated financial statements, have been included.

The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the operating results for the full year.

The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the operating results for the full year.

Certain reclassifications have been made to conform prior period information to the current presentation.

1 unchanged sentence

The Company has incurred operating losses since its inception and management expects operating losses and negative cash flows to continue until the commencement of operations at the Rio Grande LNG Facility and, as a result, the Company will require additional capital to fund its operations and execute its business plan.

As of March 31, 2024, the Company had $ 45.8 million in cash and cash equivalents and available commitments of $ 26.2 million under a revolving loan facility, which may not be sufficient to fund the Company's planned operations and development activities for future phases of the Rio Grande LNG Facility, including expected pre-FID spending for Train 4, and CCS projects through one year after the date the consolidated financial statements are issued.

As of June 30, 2024, the Company had $ 38.1 million in cash and cash equivalents and available commitments of $ 26.2 million under a revolving loan facility, which may not be sufficient to fund the Company’s planned operations and development activities for future phases of the Rio Grande LNG Facility, including expected spending for Train 4 prior to a positive final investment decision (“FID”), and CCS projects through one year after the date the consolidated financial statements are issued.

Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

14 unchanged sentences

In July 2023, Rio Grande entered into interest rate swaps agreements (the “Swaps”) to protect against interest rate volatility by hedging a portion of the floating-rate interest payments associated with the credit facilities described in Note 6 — Debt .

As of March 31, 2024, Rio Grande has the following Swaps outstanding (in thousands):

In June 2024, Rio Grande reduced the maximum notional amount associated with the Swaps by approximately $ 583.1 million, which resulted in a realized derivative gain of $ 30.9 million.

As of June 30, 2024, Rio Grande has the following Swaps outstanding (in thousands):

Initial Notional Amount Maximum Notional Amount Maturity (1)

3 unchanged sentences

The Company values the Swaps using an income-based approach based on observable inputs to the valuation model including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data.

The fair value of the Swaps is approximately $ 205.0 million as of March 31, 2024, and is classified as Level 2 in the fair value hierarchy.

The fair value of the Swaps is approximately $ 276.5 million as of June 30, 2024, and is classified as Level 2 in the fair value hierarchy.

Note 4 — Leases

2 unchanged sentences

The Company has also entered into an office space lease which expires on December 31, 2035, and does not include any options for renewal.

For the three months ended March 31, 2024 and 2023, our operating lease costs were $ 3.0 million and $ 0.3 million, respectively.

Maturity of operating lease liabilities as of March 31, 2024 are as follows (in thousands, except lease term and discount rate):

For the three months ended June 30, 2024 and 2023, our operating lease costs were $ 2.6 million and $ 0.3 million, respectively.

For the six months ended June 30, 2024 and 2023, our operating lease costs were $ 5.6 million and $ 0.7 million.

Maturity of operating lease liabilities as of June 30, 2024 are as follows (in thousands, except lease term and discount rate):

2024 (remaining) $ 3,814

6 unchanged sentences

Other information related to our operating leases is as follows (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

Operating cash flows for amounts paid included in the measurement of operating lease liabilities $ 4,206 $ 593

5 unchanged sentences

Employee compensation expense 6,937 9,270

Professional services 4,415 —

Other accrued liabilities 12,644 7,632

2 unchanged sentences

Debt consisted of the following (in thousands):

March 31, 2024 December 31, 2023

2024 December 31,

Senior Secured Notes and Loans:

6 unchanged sentences

6.85 % Senior Secured Notes due 2047

6.58 % Senior Secured Notes due 2047

Total Senior Secured Notes and Loans 2,612,000 1,307,000

8 unchanged sentences

Senior Secured Notes and Loans

The 6.67 % Senior Secured Notes and 6.85 % Senior Secured Notes (collectively, the “Senior Secured Notes”) as well as the 6.72 % Senior Secured Loans and 7.11 % Senior Secured Loans (collectively, the “Senior Secured Loans”) are senior secured obligations of Rio Grande, ranking senior in right of payment to any and all of Rio Grande’s future indebtedness that is subordinated to the Senior Secured Notes and the Senior Secured Loans, and equal in right of payment with Rio Grande’s other existing and future indebtedness that is senior and secured by the same collateral securing the Senior Secured Notes and Senior Secured Loans.

The 6.67 % Senior Secured Notes, 6.85 % Senior Secured Notes and 6.58 % Senior Secured Notes (collectively, the “Senior Secured Notes”) as well as the 6.72 % Senior Secured Loans and 7.11 % Senior Secured Loans (collectively, the “Senior Secured Loans”) are senior secured obligations of Rio Grande, ranking senior in right of payment to any and all of Rio Grande’s future indebtedness that is subordinated to the Senior Secured Notes and the Senior Secured Loans, and equal in right of payment with Rio Grande’s other existing and future indebtedness that is senior and secured by the same collateral securing the Senior Secured Notes and Senior Secured Loans.

The Senior Secured Notes and Senior Secured Loans are secured on a first-priority basis by a security interest in all of the membership interests in Rio Grande and substantially all of Rio Grande’s assets, on a pari passu basis with the CD Credit Agreement and the TCF Credit Facility.

Credit Facilities

Below is a summary of our committed credit facilities outstanding as of March 31, 2024 (in thousands):

Below is a summary of our committed credit facilities outstanding as of June 30, 2024 (in thousands):

CD Senior Working Capital Facility CD Credit Facility TCF Credit Facility Corporate Credit

10 unchanged sentences

Maturity Date 2030 2030 2030 2026

The obligations of Rio Grande under the CD Senior Working Capital Facility and CD Credit Facility are secured by substantially all of the assets of Rio Grande as well as a pledge of all of the membership interests in Rio Grande on a first-priority, pari passu basis with the Senior Secured Notes, the Senior Secured Loans and the loans made under the TCF Credit Facility.

first-priority, pari passu basis with the Senior Secured Notes, the Senior Secured Loans and the loans made under the TCF Credit Facility.

The obligations of Rio Grande under the TCF Credit Agreement are secured by substantially all of the assets of Rio Grande as well as a pledge of all of the membership interests in Rio Grande on a first-priority, pari passu basis with the Senior Secured Notes, the Senior Secured Loans and the loans made under the CD Credit Agreement.

Total Energies Holdings SAS (“Total Holdings”) provides contingent credit support to the lenders under the TCF Credit Agreement to pay past due amounts owing from Rio Grande under the agreement upon demand.

The obligations of NextDecade LLC under the Corporate Credit Facility are guaranteed by Rio Grande LNG Super Holdings, LLC, a wholly owned subsidiary of NextDecade LLC, and Rio Grande LNG Intermediate Super Holdings, LLC, a partially owned subsidiary of NextDecade LLC.

The Corporate Credit Facility matures at the earlier of two years from the closing date or 10 business days after a positive Final Investment Decision (FID) on Train 4 at the Rio Grande LNG facility.

Total Energies Holdings SAS provides contingent credit support to the lenders under the TCF Credit Agreement to pay past due amounts owing from Rio Grande under the agreement upon demand.

The obligations of NextDecade LLC under the Corporate Credit Facility are guaranteed by Rio Grande LNG Super Holdings, LLC and Rio Grande LNG Intermediate Super Holdings, LLC, wholly owned subsidiaries of NextDecade LLC.

The Corporate Credit Facility matures at the earlier of two years from the closing date or 10 business days after a positive FID on Train 4 at the Rio Grande LNG facility.

Restrictive Debt Covenants

The CD Credit Facility and the TCF Credit Facility (collectively, the “Rio Grande Facilities”) include certain covenants and events of default that are supplemental to the covenants and events of default set forth in the P1 Common Terms Agreement and that are customary for project financing facilities of this type, including a requirement that interest rates for a minimum of 75 % of the projected principal amount of Senior Secured Debt outstanding be hedged or have fixed interest rates.

In addition, certain covenants and events of default in the Rio Grande Facilities are more restrictive than the corresponding covenants and events of default in the P1 Common Terms Agreement, including covenants limiting Rio Grande’s ability to incur additional indebtedness, make certain investments or pay dividends (which are subject to customary conditions set out in the Facilities and certain related financing documents) or distributions on equity interests or subordinated indebtedness or purchase, redeem, or retire equity interests, sell or transfer assets, incur liens, dissolve, liquidate, consolidate, merge, sell, or lease all or substantially all of Rio Grande’s assets or enter into certain LNG sales contracts.

The Rio Grande Facilities include a requirement for Rio Grande to maintain a historical debt service coverage ratio of at least 1.10 :1.00 at the end of each fiscal quarter starting from the Initial Principal Payment Date, a default of which may be cured with equity contributions.

The Senior Secured Notes also contain customary terms and events of default and certain covenants that, among other things, limit Rio Grande’s ability to incur additional indebtedness, make certain investments or pay dividends or distributions on equity interests or subordinated indebtedness or purchase, redeem, or retire equity interests, sell or transfer assets, incur liens, dissolve, liquidate, consolidate, merge, or sell or lease all or substantially all of Rio Grande’s assets.

The Senior Secured Notes further require Rio Grande to submit certain reports and information to the trustee and holders of the Senior Secured Notes, maintain certain LNG offtake agreements, and maintain a debt service coverage ratio of at least 1.10 :1.00 at the end of each fiscal quarter starting from the Initial Principal Payment Date.

With respect to certain events,

including a change of control event and receipt of certain proceeds from asset sales, events of loss or liquidated damages, the indenture governing the Senior Secured Notes requires Rio Grande to make an offer to repurchase the Senior Secured Notes at 101 % (with respect to a change of control event) or par (with respect to each other event), in each case on the terms specified in the Indenture.

The Senior Secured Notes covenants are subject to a number of important limitations and exceptions, including the terms and covenants contained in the P1 Common Terms Agreement.

The Senior Secured Loan Agreement contains customary terms and events of default and certain covenants that, among other things, limit Rio Grande’s ability to incur additional indebtedness, make certain investments or pay dividends or distributions on equity interests or subordinated indebtedness or purchase, redeem, or retire equity interests, sell or transfer assets, incur liens, dissolve, liquidate, consolidate, merge, or sell or lease all or substantially all of Rio Grande’s assets.

The Senior Secured Loan Agreement further requires Rio Grande to submit certain reports and information to the Administrative Agent and the lenders, maintain certain LNG offtake agreements, and maintain a debt service coverage ratio of at least 1.10 :1.00 at the end of each fiscal quarter starting from the first quarterly payment date to occur on or after the date that is ninety days following the project completion date.

With respect to certain events, including a change of control event and receipt of certain proceeds from asset sales, events of loss or liquidated damages, the Senior Secured Loan Agreement requires Rio Grande to make an offer to the lenders to have their Senior Secured Loans prepaid at 101 % (with respect to a change of control event) or par (with respect to each other event), in each case, on the terms specified in the Senior Secured Loan Agreement.

The Senior Secured Loan Agreement covenants are subject to a number of important limitations and exceptions, including the terms and covenants contained in the P1 Common Terms Agreement.

As of March 31, 2024, the Company was in compliance with all covenants related to its respective debt agreements.

The CD Credit Facility and the TCF Credit Facility (collectively, the “Rio Grande Facilities”) include certain covenants and events of default customary for project financings, including a requirement that interest rates for a minimum of 75 % of the projected and outstanding principal amount be hedged or have fixed interest rates.

The Rio Grande Facilities, the Senior Secured Loans, and Senior Secured Notes require Rio Grande to maintain a historical debt service coverage ratio of at least 1.10 :1.00 at the end of each fiscal quarter starting from the initial principal payment date.

With respect to certain events, including a change of control event and receipt of certain proceeds from asset sales, events of loss or liquidated damages, the Senior Secured Notes and Senior Secured Loans requires Rio Grande to make an offer to repay the amounts outstanding at 101 % (with respect to a change of control event) or par (with respect to each other event).

As of June 30, 2024, the Company was in compliance with all covenants related to its respective debt agreements.

Debt Extinguishment

During the three months ended March 31, 2024, Rio Grande repaid $ 176.0 million of the outstanding principal balance of the CD Credit Facility.

As a result of the repayment, Rio Grande recognized an approximate $ 7.4 million loss on extinguishment.

As of June 30, 2024, Rio Grande has made repayments of $ 1,282.0 million, on the outstanding principal balance of the CD Credit Facility.

As a result of these repayments, during the three and six months ended June 30, 2024, Rio Grande recognized approximately $ 40.1 million and $ 47.6 million loss on extinguishment, respectively.

Debt Maturities

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Interest per contractual rate $ 46,696 $ — $ 83,287 $ —

6 unchanged sentences

The following table shows the carrying amount and estimated fair value of our debt (in thousands):

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value

1 unchanged sentence

Senior Loans — Level 2 607,000 624,874 607,000 632,998

The fair value of the Senior Secured Notes and Senior Secured Loans was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including interest rates on debt issued by parties with comparable credit ratings.

With the exception of the 6.58 % Senior Secured Notes, the fair value of the Senior Secured Notes and Senior Secured Loans was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including interest rates on debt issued by parties with comparable credit ratings.

The fair value of the 6.58 % Senior Secured Notes approximates its’ carrying amount due to the close proximity of the issuance of the debt and June 30, 2024.

The fair value of the CD Credit Facility, TCF Credit Facility and Corporate Credit Facility approximates its respective carrying amount due to its variable interest rate, which approximates a market interest rate.

Note 7 – Common Stock Warrants

The Company issued warrants exercisable to purchase Company common stock in connection with its issuances of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (collectively, the “Common Stock Warrants”).

The Company revalues the Common Stock Warrants at each balance sheet date and recognized a loss of $ 1.5 million and a loss of $ 0.4 million during the three months ended March 31, 2024 and 2023, respectively.

The Common Stock Warrant liabilities are included in Level 3 of the fair value hierarchy.

The assumptions used in the Monte Carlo simulation model to estimate the fair value of the Common Stock Warrants are as follows:

2024 December 31,

Stock price $ 5.68 $ 4.77

Exercise price $ 0.01 $ 0.01

Risk-free rate 5.1 % 4.7 %

Volatility 68.3 % 78.4 %

Weighted average term (years) 0.5 0.5

Note 7 — Variable Interest Entity

Intermediate Holdings and its wholly owned subsidiaries, including Rio Grande, have been formed to undertake Phase 1 of the construction and operation of the Rio Grande LNG Facility.

Intermediate Holdings and its wholly owned subsidiaries, including Rio Grande, have been formed to undertake construction and operation of Phase 1 of the Rio Grande LNG Facility.

The Company is not obligated to fund losses of Intermediate Holdings, however, the Company’s capital account, which would be considered in allocating the net assets of Intermediate Holdings were it to be liquidated, continues to share in losses of Intermediate Holdings.

8 unchanged sentences

Current assets:

Cash $ 205,644 $ 256,237

Restricted cash $ 164,937 $ 256,237

Derivatives 18,873 17,958

2 unchanged sentences

Property, plant and equipment, net 3,719,176 2,428,583

Operating lease right-of-use assets, net 156,218 157,053

Operating lease right-of-use assets 155,378 157,053

Debt issuance costs 355,506 389,695

8 unchanged sentences

Operating lease 130,589 131,901

Non-current derivative liability — 66,899

Derivatives — 66,899

Debt, net 2,806,255 1,816,301

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Unvested stock and stock units (1)

8,473 2,014 8,475 2,033

Convertible preferred stock — 57,039 — 56,239

1 unchanged sentence

Total potentially dilutive common shares 9,085 60,501 9,634 59,686

____________________________

(1) Includes the impact of unvested shares containing performance conditions to the extent that the underlying performance conditions are satisfied based on actual results as of the respective dates.

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Equity awards $ 4,403 $ 10,561 $ 8,812 $ 12,120

2 unchanged sentences

Note 10 — Income Taxes

Due to our cumulative loss position, we have established a full valuation allowance against our deferred tax assets at March 31, 2024 and December 31, 2023.

Due to our full valuation allowance, we have not recorded a provision for federal or state income taxes during either of the three months ended March 31, 2024 or 2023.

Due to our cumulative loss position, we have established a full valuation allowance against our deferred tax assets at June 30, 2024 and December 31, 2023.

Due to our full valuation allowance, we have not recorded a provision for federal or state income taxes during either of the three and six months ended June 30, 2024 or 2023.

Note 11 — Commitments and Contingencies

1 unchanged sentence

From time to time the Company may be subject to various claims and legal actions that arise in the ordinary course of business.

As of March 31, 2024, management is not aware of any claims or legal actions that, separately or in the aggregate, are likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows, although the Company cannot guarantee that a material adverse effect will not occur.

As of June 30, 2024, management is not aware of any claims or legal actions that, separately or in the aggregate, are likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows, although the Company cannot guarantee that a material adverse effect will not occur.

Note 12 — Supplemental Cash Flows

The following table provides supplemental disclosure of cash flow information (in thousands):

Three Months Ended

Cash paid for interest, net of amounts capitalized $ 1,461 $ —

Six Months Ended

Accounts payable for acquisition of property, plant and equipment $ 131,074 $ 7,066

2 unchanged sentences

Corporate fixed asset retirements 1,256 —

Accrued liabilities for acquisition of other non-current assets — 140

Accrued liabilities for debt and equity issuance costs 3,975 7,627

Reclassification from other non-current assets to property, plant and equipment 1,867 —

Non-cash settlement of paid-in-kind dividends on convertible preferred stock — 13,421

Accounts Payable for debt and equity issuance costs — 4,473

Accrued liabilities for acquisition of other non-current assets — 457

Note 13 — Subsequent Event

On August 6, 2024, the U.S.

Court of Appeals for the D.C.

Circuit (the “Court”) issued an order vacating the FERC remand authorization of the Rio Grande LNG Facility on the grounds that the FERC should have issued a supplemental Environmental Impact Statement (“EIS”) during its remand process.

The Court's decision will not be effective until the Court has issued its mandate, which is not expected to occur until after the appeals process has been completed.

At this time, construction continues on Phase 1 at the Rio Grande LNG Facility.

The Company is reviewing the Court's decision and assessing all of its options, together with the key project constituencies, including its equity partners and lenders.

The Company expects to take all available legal and regulatory actions, including but not limited to, appellate actions and other strategies, to ensure that construction on Phase 1 will continue and that necessary regulatory approvals will be maintained to enable the construction of Trains 4 and 5 at the Rio Grande LNG Facility.

As of August 14, 2024, the Company was in compliance with all covenants related to its respective debt agreements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements